Common use of Indenture Trustee to Act; Appointment of Successor Clause in Contracts

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.01 or fails to receive a Servicer Extension Notice pursuant to Section 8.04, or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 5.21, or the Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall promptly notify the Rating Agencies, except as otherwise provided in Section 7.01, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on or after the date of succession; provided, however, that the Indenture Trustee shall not be liable for any actions or the representations and warranties of any Servicer prior to it and including, without limitation, the obligations of the Servicer set forth in Sections 2.06 and 4.02 hereof. The Indenture Trustee, as successor Servicer, shall be obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make advances pursuant to Section 5.18 unless, and only to the extent the Indenture Trustee determines reasonably and in good faith that such advances would not be recoverable pursuant to Section 5.04, such determination to be evidenced by a certification of a Responsible Officer of the Indenture Trustee delivered to the Note Insurer.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.01 or fails to receive a Servicer Extension Notice pursuant to Section 8.049.01, or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 5.217.21, or the Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall promptly notify the Rating AgenciesIX, except as otherwise provided in Section 7.019.01, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on or after the date of succession; provided, however, that the Indenture Trustee shall not be liable for any actions or the representations and warranties of any Servicer prior to it and including, without limitation, the obligations of the Servicer set forth in Sections 2.06 2.07 and 4.02 hereof. The Indenture Trustee, as successor Servicer, shall be obligated to pay Compensating Interest pursuant to Section 6.05 7.13 in any event and to make advances pursuant to Section 5.18 7.18 unless, and only to the extent the Indenture Trustee determines reasonably and in good faith that such advances would not be recoverable pursuant to Section 5.047.18, such determination to be evidenced by a certification of a Responsible Officer of the Indenture Trustee delivered to the Note InsurerPurchaser.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.01 or fails to receive a Servicer Extension Notice pursuant to Section 8.04, or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel (if required) pursuant to Section 5.21, or the Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall promptly notify the Rating Agencies, except as otherwise provided in Section 7.01, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on or after the date of succession; provided, however, that the Indenture Trustee shall not be liable for any actions or the representations and warranties of any Servicer prior to it and including, without limitation, the obligations of the Servicer set forth in Sections 2.06 and 4.02 hereof. The Indenture Trustee, as successor Servicer, shall be obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make advances pursuant to Section 5.18 unless, and only to the extent the Indenture Trustee determines reasonably and in good faith that such advances would not be recoverable pursuant to Section 5.04, such determination to be evidenced by a certification of a Responsible Officer of the Indenture Trustee delivered to the Note Insurer.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.01 or fails to receive a Servicer Extension Notice pursuant to Section 8.04, or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel (if required) pursuant to Section 5.21, or the Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall promptly notify the Rating Agencies, except as otherwise provided in Section 7.01, the Indenture Trustee or such other Person as may be specified by the Note Insurer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on or after the date of succession; provided, however, that the Indenture Trustee shall not be liable for any actions or the representations and warranties of any Servicer prior to it and including, without limitation, the obligations of the Servicer set forth in Sections 2.06 and 4.02 hereof. The Indenture Trustee, as successor Servicer, shall be obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make advances pursuant to Section 5.18 unless, and only to the extent the Indenture Trustee determines reasonably and in good faith that such advances would not be recoverable pursuant to Section 5.04, such determination to be evidenced by a certification of a Responsible Officer of the Indenture Trustee delivered to the Note Insurer.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.01 or fails to receive a Servicer Extension Notice resigns pursuant to Section 8.04, or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 5.21, or the Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall promptly notify the Rating Agencies, except as otherwise provided in Section 7.016.04, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on or after and shall use the date same degree of successioncare and skill as is required of the Servicer under this Agreement; provided, however, that if the Indenture Trustee becomes the Servicer hereunder, it shall have no responsibility or obligation (i) of repurchase or substitution with respect to any Mortgage Loan, (ii) with respect to any representation or warranty of the Servicer, and (iii) for any liabilities, act or omission of either a predecessor or successor Servicer other than the Indenture Trustee. As compensation therefor, the Indenture Trustee shall not be liable for any actions or the representations and warranties of any Servicer prior entitled to it and including, without limitation, the obligations of such compensation as the Servicer set forth in Sections 2.06 and 4.02 hereofwould have been entitled to hereunder if no such notice of termination had been given. The Indenture TrusteeIn addition, as successor Servicer, shall be obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make advances pursuant to Section 5.18 unless, and only to the extent the Indenture Trustee determines reasonably will be entitled to compensation with respect to its expenses in connection with conversion of certain information, documents and in good faith that such advances would not be recoverable pursuant to Section 5.04record keeping, such determination to be evidenced by a certification of a Responsible Officer of the Indenture Trustee delivered to the Note Insurer.as provided in

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.01 or fails to receive a Servicer Extension Notice pursuant to Section 8.04, or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel (if required) pursuant to Section 5.21, or the Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall promptly notify the Rating Agencies, except as otherwise provided in Section 7.01, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on or after the date of succession; provided, however, that the Indenture Trustee shall not be liable for any actions or the representations and warranties of any Servicer prior to it and including, without limitation, the obligations of the Servicer set forth in Sections 2.06 and 4.02 hereof. The Indenture Trustee, as successor Servicer, shall be obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make advances pursuant to Section 5.18 unless, and only to the extent the Indenture Trustee determines reasonably and in good faith that such advances would not be recoverable pursuant to Section 5.04, such determination to be evidenced by a certification of a Responsible Officer of the Indenture Trustee delivered to the Note Insurer.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time that the Servicer receives a notice of termination pursuant to Section 7.01 or fails to receive a Servicer Extension Notice pursuant to Section 8.047.01, or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 5.215.24, or the Servicer is removed as Servicer pursuant to this Article VIISection 7.01, in which event the Indenture Trustee shall promptly notify the Rating Agencies, and except as otherwise provided in Section 7.01, the Indenture Trustee or another successor [acceptable to the Note Insurer] shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on or after the date of succession; provided, however, that the Indenture Trustee shall not be liable for any actions or the representations and warranties of any Servicer servicer prior to it and including, without limitation, the obligations of the Servicer set forth in Sections 2.06 2.04 and 4.02 hereof3.03. The Indenture Trustee, as successor Servicer, or any other successor Servicer shall be obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make advances pursuant to Section 5.18 5.21 unless, and only to the extent the Indenture Trustee as successor servicer determines reasonably and in good faith that such advances would not be recoverable pursuant to Section 5.04, [such determination to be evidenced by a certification of a Responsible Officer of the Indenture Trustee Trustee, as successor Servicer delivered to the Note Insurer].

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time date the Servicer receives a notice of termination pursuant to Section 7.01 or fails to receive a Servicer Extension Notice pursuant to Section 8.0410.01, or the Indenture Trustee receives the resignation ------------- of the Servicer evidenced by an Opinion opinion of Counsel pursuant to counsel or accompanied by the consents required by Section 5.219.04, or the Servicer is removed as Servicer servicer ------------ pursuant to this Article VIIX, in which event the Indenture Trustee shall promptly notify the Rating Agenciesthen, except as otherwise provided in subject to Section 7.014.08, the Indenture --------- ------------ Trustee shall appoint a successor servicer to be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on or after the date of successionhereof; provided, however, that the Indenture Trustee successor servicer shall not be liable for any actions or the representations and warranties of any Servicer servicer prior to it and includingit; provided further, without limitationhowever, that if a successor servicer cannot be retained in a timely manner, the obligations Indenture Trustee shall act as successor Servicer. In the event the Indenture Trustee assumes the responsibilities of the Servicer set forth in Sections 2.06 and 4.02 hereof. The Indenture Trustee, as successor Servicer, shall be obligated to pay Compensating Interest pursuant to this Section 6.05 in any event and to make advances pursuant to Section 5.18 unless10.02, and only to the extent the Indenture Trustee determines reasonably will ------------- make reasonable efforts consistent with applicable law to become licensed, qualified and in good faith that standing in each Mortgaged Property State the laws of which require licensing or qualification, in order to perform its obligations as Servicer hereunder or, alternatively, shall retain an agent who is so licensed, qualified and in good standing in any such advances would not be recoverable pursuant to Section 5.04, such determination to be evidenced by a certification of a Responsible Officer of the Indenture Trustee delivered to the Note InsurerMortgaged Property State.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time date the Servicer receives a notice of termination pursuant to Section 7.01 or fails to receive a Servicer Extension Notice pursuant to Section 8.0410.01, or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion opinion of Counsel pursuant to counsel or accompanied by the consents required by Section 5.219.04, or the Servicer is removed as Servicer servicer pursuant to this Article VIIX, in which event the Indenture Trustee shall promptly notify the Rating Agenciesthen, except as otherwise provided in subject to Section 7.014.08, the Indenture Trustee shall appoint a successor servicer to be the successor in all respects to the Servicer in its capacity as servicer Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on or after the date of successionhereof; provided, however, that the Indenture Trustee successor servicer shall not be liable for any actions or the representations and warranties of any Servicer servicer prior to it and includingit; provided further, without limitationhowever, that if a successor servicer cannot be retained in a timely manner, the obligations Indenture Trustee shall act as successor Servicer. In the event the Indenture Trustee assumes the responsibilities of the Servicer set forth in Sections 2.06 and 4.02 hereof. The Indenture Trustee, as successor Servicer, shall be obligated to pay Compensating Interest pursuant to this Section 6.05 in any event and to make advances pursuant to Section 5.18 unless10.02, and only to the extent the Indenture Trustee determines reasonably will make reasonable efforts consistent with applicable law to become licensed, qualified and in good faith that standing in each Mortgaged Property State in which the laws require licensing or qualification for it to perform its obligations as Servicer hereunder or, alternatively, shall retain an agent who is so licensed, qualified and in good standing in any such advances would not be recoverable pursuant to Section 5.04, such determination to be evidenced by a certification of a Responsible Officer of the Indenture Trustee delivered to the Note InsurerMortgaged Property State.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.01 or fails to receive a Servicer Extension Notice pursuant to Section 8.049.01, or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 5.217.21, or the Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall promptly notify the Rating AgenciesIX, except as otherwise provided in Section 7.019.01, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on or after the date of succession; provided, however, that the Indenture Trustee shall not be liable for any actions or the representations and warranties of any Servicer prior to it and including, without limitation, the obligations of the Servicer set forth in Sections 2.06 and 4.02 hereof. The Indenture Trustee, as successor Servicer, shall be obligated to pay Compensating Interest pursuant to Section 6.05 8.05 in any event and to make advances pursuant to Section 5.18 7.18 unless, and only to the extent the Indenture Trustee determines reasonably and in good faith that such advances would not be recoverable pursuant to Section 5.047.04, such determination to be evidenced by a certification of a Responsible Officer of the Indenture Trustee delivered to the Note InsurerInitial Purchaser.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.01 7.02 or fails to receive a Servicer Extension Notice pursuant to Section 8.04, or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to in accordance with Section 5.21, or the Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall promptly notify the Rating Agencies, except as otherwise provided in Section 7.0110.01, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof and the Servicer shall be relieved of such responsibilities, duties and liabilities arising on or after the date of successionsuch Service Transfer; provided, however, that (i) the Indenture Trustee will not assume any obligations of the Originator pursuant to Section 3.05 and (ii) the Indenture Trustee shall not be liable for any actions acts or the representations and warranties of any Servicer prior to it and including, without limitation, the obligations omissions of the Servicer set forth in Sections 2.06 and 4.02 hereof. The Indenture Trustee, as successor Servicer, shall be obligated occurring prior to pay Compensating Interest pursuant to Section 6.05 such Service Transfer or for any breach by the Servicer of any of its obligations contained herein or in any event and to make advances pursuant to Section 5.18 unlessrelated document or agreement. As compensation therefor, and only to the extent the Indenture Trustee determines reasonably and shall be entitled to receive reasonable compensation not in good faith that such advances would not be recoverable pursuant to Section 5.04excess of the Monthly Servicing Fee. Notwithstanding the above, such determination to be evidenced by a certification of a Responsible Officer of the Indenture Trustee delivered may, if it shall be unwilling so to the Note Insurer.act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.01 or 7.01(b), the Servicer fails to receive a Servicer Servicing Extension Notice pursuant to in accordance with Section 8.047.08 or, or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 5.21, or the Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall promptly notify the Rating AgenciesAgencies and the Note Insurer and, except as otherwise provided in Section 7.017.01(b), the Indenture Trustee or such other Person as may be specified by the Note Insurer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on or after the date of succession; provided, however, that the Indenture Trustee shall not be liable for any actions or omissions or the representations and warranties of any Servicer prior to it and Servicer, including, without limitation, the obligations of the Servicer set forth in Sections 2.06 and 4.02 hereof4.02. The Indenture Trustee, as successor Servicerservicer, shall be obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make advances pursuant to Section 5.18 unless, and only to the extent the Indenture Trustee determines reasonably and in good faith that such advances would not be recoverable pursuant to Section 5.04, such determination to be evidenced by a certification of a Responsible Officer of the Indenture Trustee delivered to the Note Insurer. Notwithstanding its prior termination, the Servicer shall continue servicing until such time as the succession of a successor servicer is complete.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or fails to receive a Servicer Extension Notice pursuant to Section 8.04, or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 5.21, or the Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall promptly notify the Rating Agencies, except as otherwise provided in Section 7.016.01 hereof, the Indenture Trustee shall shall, to the extent provided in Section 3.04, be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof arising on or after and applicable law including the date of succession; provided, however, that the Indenture Trustee shall not be liable for any actions or the representations and warranties of any Servicer prior to it and including, without limitation, the obligations of the Servicer set forth in Sections 2.06 and 4.02 hereof. The Indenture Trustee, as successor Servicer, shall be obligated to pay Compensating Interest pursuant to Section 6.05 in any event and obligation to make advances pursuant to Section 5.18 unless4.01. As compensation therefor, and only to the extent the Indenture Trustee determines reasonably shall be entitled to all fees, costs and expenses relating to the Mortgage Loans that the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder. Notwithstanding the foregoing, if the Indenture Trustee has become the successor to the Master Servicer in good faith that such advances would not accordance with Section 6.01 hereof, the Indenture Trustee may, if it shall be recoverable unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 5.044.01 hereof or if it is otherwise unable to so act, such determination appoint, or petition a court of competent jurisdiction to be evidenced by a certification appoint, any established mortgage loan servicing institution the appointment of a Responsible Officer which does not adversely affect the then current rating of the Indenture Trustee delivered Notes by each Rating Agency as the successor to the Note Insurer.Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time that the Servicer receives a notice of termination pursuant to Section 7.01 or fails to receive a Servicer Extension Notice pursuant to Section 8.047.01, or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 5.215.24, or the Servicer is removed as Servicer pursuant to this Article VIISection 7.01, in which event the Indenture Trustee shall promptly notify the Rating Agencies, and except as otherwise provided in Section 7.01, the Indenture Trustee or another successor acceptable to the Note Insurer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on or after the date of succession; provided, however, that the Indenture Trustee shall not be liable for any actions or the representations and warranties of any Servicer servicer prior to it and including, without limitation, the obligations of the Servicer set forth in Sections 2.06 2.04 and 4.02 hereof3.03. The Indenture Trustee, as successor Servicer, or any other successor Servicer shall be obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make advances pursuant to Section 5.18 5.21 unless, and only to the extent the Indenture Trustee as successor servicer determines reasonably and in good faith that such advances would not be recoverable pursuant to Section 5.04, such determination to be evidenced by a certification of a Responsible Officer of the Indenture Trustee Trustee, as successor Servicer delivered to the Note Insurer.

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or fails to receive a Servicer Extension Notice pursuant to Section 8.04, or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 5.21, or the Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall promptly notify the Rating Agencies, except as otherwise provided in Section 7.016.01 hereof, the Indenture Trustee shall shall, to the extent provided in Section 3.04, be the successor in all respects to the Master Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof arising on or after and applicable law including the date of succession; provided, however, that the Indenture Trustee shall not be liable for any actions or the representations and warranties of any Servicer prior to it and including, without limitation, the obligations of the Servicer set forth in Sections 2.06 and 4.02 hereof. The Indenture Trustee, as successor Servicer, shall be obligated to pay Compensating Interest pursuant to Section 6.05 in any event and obligation to make advances pursuant to Section 5.18 unless4.01. As compensation therefor, and only to the extent the Indenture Trustee determines reasonably shall be entitled to all fees, costs and expenses relating to the Mortgage Loans that the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder. Notwithstanding the foregoing, if the Indenture Trustee has become the successor to the Master Servicer in good faith that such advances would not accordance with Section 6.01 hereof, the Indenture Trustee may, if it shall be recoverable unwilling to so act, or shall, if it is prohibited by applicable law from making Advances pursuant to Section 5.044.01 hereof or if it is otherwise unable to so act, such determination appoint, or petition a court of competent jurisdiction to be evidenced by a certification appoint, any established mortgage loan servicing institution the appointment of a Responsible Officer which does not adversely affect the then current rating of the Indenture Trustee delivered Notes by each Rating Agency as the successor to the Note Insurer.Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer

Indenture Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.01 or fails to receive a Servicer Extension Notice pursuant to Section 8.04, or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 5.21, or the Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall promptly notify the Rating Agencies, except as otherwise provided in Section 7.01, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on or after the date of succession; provided, however, that the Indenture Trustee shall not be liable for any actions or the representations and warranties of any Servicer prior to it and including, without limitation, the obligations of the Servicer set forth in Sections 2.06 and 4.02 hereof. The Indenture Trustee, as successor Servicer, shall be obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make advances pursuant to Section 5.18 unless, and only to the extent the Indenture Trustee determines reasonably and in good faith that such advances would not be recoverable pursuant to Section 5.04, such determination to be evidenced by a certification of a Responsible Officer of the Indenture Trustee delivered to the Note Insurer.